exv4w16






Exhibit 4.16




EXECUTION COPY




AMENDMENT NO. 3 TO THE CREDIT AGREEMENT




          Amendment No. 3 (this “Amendment”), dated as of October 9, 2009, among Terra
Nitrogen, Limited Partnership, a Delaware limited partnership (the “Borrower”), Terra
Nitrogen Company, L.P., a Delaware limited partnership (“TNCLP”), the Lenders party hereto,
and Citicorp USA, Inc., as administrative agent and collateral agent for the Lenders and
the Issuers (in such capacities, the “Administrative Agent”), amends the Credit Agreement,
dated as of December 21, 2004 (as amended, supplemented or otherwise modified from time to time,
including previous amendments hereto, the “Credit Agreement”), among the Borrower, TNCLP, the
financial institutions from time to time party thereto as lenders (the “Lenders”), the financial
institutions from time to time party thereto as issuing banks (the “Issuers”) and the
Administrative Agent.




WITNESSETH:




          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make Loans to the
Borrower and to issue Letters of Credit for the account of the Borrower; and




          WHEREAS, the Borrower and TNCLP have requested, and the Lenders and the Administrative Agent
have agreed to, an amendment to the Credit Agreement as more specifically set forth below.




          NOW, THEREFORE, in consideration of the premises and the mutual covenants and provisions
hereinafter contained, the parties hereto hereby agree as follows:




          1. Defined Terms. Capitalized terms used herein and not defined herein but defined in
the Credit Agreement are used herein as defined in the Credit Agreement.




          2. Amendments. As of the Third Amendment Effective Date (as defined as Section 3),
the Credit Agreement is hereby amended as follows:




               (a) Section 6.11(a) (Borrowing Base Determination) of the Credit Agreement is hereby amended
and restated in its entirety as follows:




               (a) The Borrower shall furnish to the Administrative Agent no later than three
Business Days following the last Business Day of the immediately preceding fiscal month (or
more frequently as may be requested by the Administrative Agent), a Borrowing Base
Certificate for the Borrower as of the last Business Day of the immediately preceding
fiscal month (or the relevant third preceding Business Day if requested more frequently)
executed by a Responsible Officer of the Borrower together with reasonably detailed
supporting information and documentation acceptable to the Administrative Agent; provided,
however, during any period in which Available Credit is equal to $20,000,000 or less, such
Borrowing Base Certificate shall be furnished on a weekly basis (or more frequently as may
be requested by the Administrative Agent) no later than Wednesday dated as of the
immediately preceding Friday (or the relevant third preceding Business Day if requested
more frequently). The Administrative Agent shall make reasonable efforts to furnish to the
Lenders a copy of each Borrowing Base Certificate following receipt thereof from the
Borrower; provided, however, that failure



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to furnish such a copy will not give rise to a claim or remedy by the Lenders against
the Administrative Agent.



          3. Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall
become effective on the date (the “Third Amendment Effective Date”) when the following conditions
precedent have been satisfied:




               (a) Certain Documents. The Administrative Agent shall have received on or before the
Third Amendment Effective Date, all of the following, each of which shall be in form and substance
satisfactory to the Administrative Agent:



                    (i) this Amendment, executed by the Borrower, TNCLP, the Administrative Agent and the
Requisite Lenders;



                    (ii) Amendment No. 11 to the Terra Capital Credit Agreement executed by Terra Capital, Terra
Mississippi Holdings Corp., Terra Industries Inc., Terra Capital Holdings, Citicorp USA, Inc., as
administrative agent and the Requisite Lenders (as defined in the Terra Capital Credit Agreement)
which shall become effective concurrently with this Amendment; and



                    (iii) such additional documentation as the Administrative Agent or the Lenders may reasonably
require.



               (b) Representations and Warranties. Each of the representations and warranties made
by the Borrower or the Guarantors in or pursuant to the Credit Agreement, as amended hereby, and
the other Loan Documents to which the Borrower or any of the Guarantors is a party or by which the
Borrower or any of the Guarantors is bound, shall be true and correct in all material respects on
and as of the Third Amendment Effective Date (other than representations and warranties in any such
Loan Document which expressly speak as of a specific date, which shall have been true and correct
in all material respects as of such specific date).




               (c) No Event of Default. No Default or Event of Default shall have occurred and be
continuing on the Third Amendment Effective Date.




               (d) Fees and Expenses Paid. The Borrower shall have paid to the Administrative Agent
in accordance with Section 11.3 of the Credit Agreement, all outstanding costs and expenses of the
Administrative Agent, including the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent incurred prior to or otherwise in connection with this Amendment.




          4. Representations and Warranties. On and as of the date hereof, and as of the Third
Amendment Effective Date, after giving effect to this Amendment, each of the Borrower and TNCLP
hereby represents and warrants to the Lenders as follows:




               (a) Each of the representations and warranties contained in Article IV of the Credit
Agreement, the other Loan Documents or in any certificate, document or financial or other statement
furnished at any time under or in connection therewith are true and correct in all material
respects on and as of the date as if made on and as of such date, except to the extent that such
representations and warranties specifically relate to a specific date, in which case such
representations and warranties shall be true and correct in all material respects as of



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such specific date; provided, however, that references therein to the “Credit Agreement” shall be
deemed to include this Amendment; and



               (b) No Default or Event of Default has occurred and is continuing.



          5. Continuing Effect; No Other Amendments. Except as expressly amended hereby, all of
the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain
in full force and effect. The amendments and consents contained herein shall not constitute an
amendment of any other provision of the Credit Agreement or the other Loan Documents or for any
other purpose except as expressly set forth herein.




          6. Loan Documents. This Amendment is deemed to be a “Loan Document” for the purposes
of the Credit Agreement.




          7. Costs and Expenses. The Borrower and TNCLP agree to pay on demand all reasonable
and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment and other instruments and documents to be
delivered pursuant hereto, including the reasonable and documented fees and out-of-pocket expenses
of counsel for the Administrative Agent with respect thereto.




          8. Governing Law; Counterparts; Miscellaneous.




               (a) This Amendment shall be governed by, and construed and interpreted in accordance with, the
law of the State of New York.



               (b) This Amendment may be executed in any number of counterparts and by the different parties
on separate counterparts, each of which counterparts when executed and delivered shall be an
original, but all of which shall together constitute one and the same instrument.



               (c) Section captions used in this Amendment are for convenience only and shall not affect the
construction of this Amendment.



               (d) From and after the Third Amendment Effective Date, all references in the Credit Agreement
to the “Agreement” shall be deemed to be references to such Agreement as modified hereby and this
Amendment and the Credit Agreement shall be read together and construed as a single instrument.



[signature pages follow]




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               IN WITNESS WHEREOF, the undersigned parties have executed this Amendment No. 3 to the Credit
Agreement to be effective for all purposes as of the Third Amendment Effective Date.



	 	 	 	 	 
	 	Borrower



Terra Nitrogen, Limited Partnership

By: Terra Nitrogen Gp, Inc.

Its: General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Guarantor



Terra Nitrogen Company, L.P.

By: Terra Nitrogen Gp, Inc.

Its: General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 3 TO TNLP CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	Administrative Agent



Citicorp USA, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Lenders



Citibank, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Wells Fargo Foothill, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LaSalle Bank National Association 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Congress Financial Corp. 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	General Electric Capital Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	National City Business Credit, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	State of California Public Employees’ Retirement System

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



CONSENT OF GUARANTORS




Dated as of October 9, 2009




          Each of the undersigned companies, as a Guarantor under the Guaranty dated December 21, 2004
(the “Guaranty”) in favor of the Secured Parties under the Credit Agreement referred to in the
foregoing Amendment, hereby consents to such Amendment and hereby confirms and agrees that
notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects, except that, on and
after the effectiveness of such Amendment, each reference in the Guaranty to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the
Credit Agreement, as amended by such Amendment.




[Signature pages follow]




 









 








          IN WITNESS WHEREOF, the parties hereto have consented to this Amendment, as of the date first
written above.




	 	 	 	 	 
	 	TERRA NITROGEN, LIMITED PARTNERSHIP

By: Terra Nitrogen Gp, Inc.

Its: General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TERRA NITROGEN COMPANY, L.P.

       By: Terra Nitrogen Gp, Inc.

       Its: General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TERRA CAPITAL, INC.

TERRA MISSISSIPPI HOLDINGS CORPORATION (F/K/A MISSISSIPPI CHEMICAL CORPORATION)

TERRA INDUSTRIES INC.

TERRA CAPITAL HOLDINGS, INC.

TERRA NITROGEN CORPORATION

TERRA INTERNATIONAL, INC.

TERRA INTERNATIONAL (OKLAHOMA) INC.

PORT NEAL CORPORATION

TERRA METHANOL CORPORATION

BMC HOLDINGS INC.

BEAUMONT HOLDINGS CORPORATION

TERRA REAL ESTATE CORPORATION

BEAUMONT AMMONIA INC.

TERRA MISSISSIPPI NITROGEN, INC. (F/K/A MISSISSIPPI NITROGEN, INC.)

TERRA HOUSTON AMMONIA, INC. (F/K/A MISSISSIPPI CHEMICAL MANAGEMENT COMPANY)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 3 TO TNLP CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	TERRA (U.K.) HOLDINGS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 3 TO TNLP CREDIT AGREEMENT]